Ian Pinner
Senior Vice President and President, Nutrition, and Chief Sales and Marketing Officer at 
Archer-Daniels-Midland
Archer-Daniels-MidlandExecutive
About Ian Pinner
Senior Vice President; President, Nutrition; and Chief Sales and Marketing Officer at ADM with 25 years at the company, serving as a named executive officer in 2024 . Company performance context for 2024: Revenue $85.5B, Adjusted EBITDA $4.476B, Adjusted ROIC 8.3%; Company TSR (value of $100 invested at 12/31/2019) at year-end 2024 was $124.60 . ADM emphasizes pay-for-performance via annual cash incentives tied to Adjusted EBITDA and ROIC and long-term PSUs tied to multi-year Adjusted ROIC and cumulative Adjusted EPS with an ESG modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADM | Senior Vice President; President, Nutrition; Chief Sales & Marketing Officer | 25 years with ADM | 2024 results: strong revenue growth in Flavors, record growth in Bioactives, continued improvements in Animal Nutrition turnaround |
External Roles
No external directorships or outside board roles for Mr. Pinner are disclosed in the 2025 proxy statement .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Cash Incentive ($) | Notes |
|---|---|---|---|---|
| 2024 | 700,008 | 100% | 352,800 (50.4% of target) | Base salary unchanged in 2024 |
Performance Compensation
Annual Cash Incentive (Design and 2024 Outcome)
- Formula: 75% Company performance (Adjusted EBITDA with ROIC ±10% modifier) + 25% Individual performance; payout range 0–200% .
- 2024 Company results: Adjusted EBITDA $4.476B (32.85% factor), Adjusted ROIC 8.3% (0.925x), Company portion payout 30.4% out of 75% target .
- Applied to NEOs: Company portion for Mr. Pinner = 30.4%; Individual performance factor = 20% (of total incentive) .
| Component (2024) | Weight | Target/Metric | Result | Payout/Factor |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | Plan $5.438B; payout grid applies | $4.476B | 32.85% factor |
| Adjusted ROIC Modifier | n/a | Target 9.8% | 8.3% | 0.925x |
| Company Portion Outcome | 75% | — | — | 30.4% of total |
| Individual Performance | 25% | Discretion | — | 20% for Pinner |
| Total Payout vs Target | 100% | — | — | 50.4% for Pinner |
Long-Term Incentives (Grants in 2024)
- Mix: 60% PSUs (3-year performance; vest after period) and 40% time-based RSUs (1/3 annually) .
- PSU metrics and weights: 50% 3-year average Adjusted ROIC; 50% 3-year cumulative Adjusted EPS; plus Strive 35 ESG modifier ±10% (water savings and GHG reduction) .
| Grant (3/18/2024) | Instrument | Target Units | Grant Date FV ($) | Vesting | Metric/Targets |
|---|---|---|---|---|---|
| 2024 Annual LTI | PSUs | 29,797 | 1,800,037 | Cliff vest after 3-year period (2024–2026) | Avg Adjusted ROIC: 7.0%/9.0%/10.0%/11.0%/≥12.0% → 0%/50%/100%/150%/200%; Cumulative Adjusted EPS: <$15/$17/$18.5/$19/$19.5 → 0%/50%/100%/150%/200%; ESG ±10% |
| 2024 Annual LTI | RSUs | 19,865 | 1,200,045 | 1/3 on each anniversary over 3 years | Time-based |
Historical PSU Payout (2012 PSU Cycle that ended 2024)
- Cycle: 2022–2024 PSUs; results determined Feb 5, 2025 .
- Outcomes: Avg Adjusted ROIC = 11.37% (200% factor); 2024 Adjusted EPS = $4.74 (0% factor); ESG modifier +12% total; net payout 112% of target .
- Pinner earned PSUs: Target 14,431; Actual 16,163; vested Feb 10, 2025 (no reduction applied to him) .
| 2022–2024 PSU (determined 2/5/2025) | Target (#) | Actual Earned (#) | Payout % |
|---|---|---|---|
| Ian Pinner | 14,431 | 16,163 | 112% |
Equity Ownership & Alignment
Beneficial Ownership and Unvested Awards (as of 12/31/2024 and 3/21/2025)
| Item | Value |
|---|---|
| Common stock beneficially owned (3/21/2025) | 61,708 shares; <1% of class |
| Unvested RSUs (do not vest within 60 days) | 42,966 units |
| Outstanding unvested RSUs (market value at 12/31/2024) | 36,692 units; $1,853,680 |
| Outstanding unearned PSUs (target; 12/31/2024) | 46,175 units; $2,332,761 |
| Stock options | None outstanding for Pinner |
Ownership Guidelines and Pledging/Hedging
- Ownership guideline: 4.0x salary; Pinner actual 5.2x as of March 14, 2025 (meets guideline) .
- Policy prohibits hedging and pledging by executives; group disclosure notes no shares subject to pledge .
Upcoming Vesting Schedule (RSUs as of 12/31/2024)
| Vest Date | Shares |
|---|---|
| 02/09/2025 | 3,603 |
| 02/10/2025 | 9,621 |
| 03/18/2025 | 6,755 |
| 02/09/2026 | 3,603 |
| 03/18/2026 | 6,555 |
| 03/18/2027 | 6,555 |
Note: 2022–2024 PSUs (16,163 earned) vested on 02/10/2025 .
Employment Terms
- Employment agreements: None; employment at-will. Severance program exists as a guideline (no contractual right); severance typically requires non-compete/non-solicit agreements .
- Change-in-control: Double-trigger equity vesting; if awards not assumed or upon qualifying termination within 24 months post-CIC, RSUs vest in full; PSUs vest at greater of target or truncated-period performance. No separate CIC cash severance, continued benefits, or tax gross-ups for NEOs .
- Clawback: NYSE-compliant Compensation Recovery Policy adopted Oct 2, 2023; 2024 restatements of segment information did not trigger recovery; equity award agreements also include forfeiture/clawback for cause and specified prohibited conduct; agreements include non-compete and non-solicit restrictions .
- Insider trading policy: Filed as an exhibit to the 2024 Form 10-K; prohibits certain transactions; combined with explicit anti-hedging/pledging policy for executives .
Retirement, Deferred Compensation, and Perquisites
| Program/Item | Detail |
|---|---|
| Pension (Present Value at 12/31/2024) | ADM Retirement Plan: $222,918; ADM Supplemental Retirement Plan: $344,792; 25 years credited service . |
| Nonqualified Deferred Compensation | Aggregate earnings in 2024: $808,505; Aggregate balance at 12/31/2024: $5,426,233 . |
| Perquisites/Other (2024) | Health/life insurance paid: $26,566; executive healthcare services provided; dividend equivalents on unvested RSUs/PSUs: $149,589; 401(k) company contribution: $17,250 . |
Compensation Structure Analysis
- Emphasis on at-risk pay: In 2024, ADM delivered 60% PSUs/40% RSUs in LTI; annual bonus tied primarily to Adjusted EBITDA with ROIC modifier; 2024 company payout factor 30.4% reflected lower profitability vs plan .
- Performance metric calibration: PSU grids emphasize sustained returns (avg Adjusted ROIC) and earnings power (cumulative Adjusted EPS); ESG modifier simplifies to two measurable goals (+/–10%) .
- Discretion and accountability: Board applied negative discretion on 2024 annual company performance and 2022 PSU payouts for certain NEOs tied to the period under the Nutrition segment investigation; Pinner’s payouts in the tables were not reduced (company portion for him at 30.4%; 2022 PSU payout at 112%) .
- Say-on-pay support: 87% approval in 2024 provides external validation of compensation approach .
- Peer benchmarking: S&P 100 used as broad-market talent and performance reference (includes Bunge) .
Vesting Schedules and Insider Selling Pressure
- Time-based RSUs vest through 2027 (see schedule above), creating periodic liquidity events; 2022 PSUs vested on 02/10/2025, potentially adding near-term supply .
- Policy constraints (no pledging/hedging; ownership guidelines) mitigate misalignment and may moderate selling behavior until guideline thresholds are met; Pinner exceeds guideline at 5.2x salary .
Equity Ownership & Alignment (Snapshot)
| Metric | Value |
|---|---|
| Beneficial Ownership | 61,708 shares; <1% of outstanding |
| Skin-in-the-Game | Meets ownership guideline (4x) at 5.2x salary |
| Pledging/Hedging | Prohibited by policy; no shares subject to pledge at group level |
Risk Indicators & Red Flags
- Nutrition segment accounting investigation: Drove use of negative discretion for certain NEOs; internal controls remediation and restatements did not trigger clawback under NYSE policy due to no impact on financial reporting measures used for incentive awards in the lookback period .
- Governance safeguards: Double-trigger CIS vesting; robust clawback/forfeiture provisions; prohibition on hedging/pledging; strong ownership requirements .
Investment Implications
- Alignment and retention: Exceeding stock ownership guidelines (5.2x) and meaningful unvested equity (RSUs and PSUs) support alignment and retention through 2027; absence of pledging mitigates downside-alignment risk .
- Near-term supply: RSU tranche vesting and the 2022 PSU vest on 02/10/2025 present identifiable windows for potential insider sales; monitoring Form 4 filings around these dates can inform trading signals .
- Pay-for-performance balance: 2024 cash bonus at 50.4% of target reflects plan underperformance; maintained PSU discipline (112% payout) tied to superior ROIC offset by EPS miss, consistent with long-term return focus .
- Governance posture: Strong say-on-pay support, explicit clawback, and no CIC cash severance reduce compensation-related headline risk; however, continued attention to internal control remediation and Nutrition segment execution remains warranted for assessing execution risk .